Larry Turner v. NJN Cotton Company
485 S.W.3d 513
| Tex. App. | 2015Background
- Larry Turner, a Dawson County cotton producer, was sued by NJN Cotton Company after he failed to deliver his entire 2010 cotton crop that NJN contends was contracted for 1400 points over loan price.
- NJN's owner, Judy Seely, testified she and Turner agreed in April 2010 to a forward oral sale at 1400; Turner gave varying statements but at deposition and trial at least admitted an agreement.
- Turner did not sign a written contract; Seely prepared a form memo of the deal but did not send it for signature. Turner later refused delivery and instructed the gin not to sell his cotton; he produced 896 bales (less than the expected amount).
- NJN had contracted to deliver 7,500 bales to a shipper (Allenberg) and shorted 1,935 bales; NJN later met its contractual obligation by delivering extra bales in 2011 at significant cost.
- A jury found Turner agreed to sell his entire 2010 crop to NJN, that Turner admitted the contract, that Turner breached, and awarded NJN damages ($407,607.74), extra reliance damages ($3,400), and attorney’s fees ($60,000). Trial court entered judgment and awarded prejudgment interest; Turner appealed.
Issues
| Issue | Plaintiff's Argument (Turner) | Defendant's Argument (NJN) | Held |
|---|---|---|---|
| Applicability of Statute of Frauds / enforceability of oral contract | Statute of Frauds and merchant’s memo rule prevent enforcement absent signed writing | Turner admitted the contract in testimony, invoking §2.201(c)(2) exception; evidence legally sufficient to support admission | Court held jury-supported admission removes statute-of-frauds bar; oral contract enforceable |
| Existence of a valid contract (offer, acceptance, meeting of minds) | No valid enforceable contract—no signed writing and no meeting of minds | Parties’ communications and conduct (Seely’s testimony, Turner’s deposition/remarks, third‑party testimony) show offer, acceptance, essential terms | Court found evidence legally sufficient to support formation of an oral contract and upheld judgment |
| Jury charge errors (definitions, omissions, mitigation, tortious interference) | Trial court erred by omitting definitions (agreement, contract, course of dealing/performance), failing mitigation/cover instruction, excluding evidence, and omitting tortious interference | Court properly rejected definitions for common terms, no evidence of tortious interference or mitigation failure, NJN chosen remedy under §2.713; exclusion of settlement evidence not prejudicial | Court overruled charge and evidentiary complaints as not reversible error or unsupported by record |
| Date to fix market price for damages and attorney’s fees award | Damages should be measured as of November 2010 (when Turner’s lawyer repudiated); attorney’s fees insufficient/should be segregated | Buyer may await commercially reasonable time after anticipatory repudiation; NJN reasonably used February 2011 date; fees are recoverable and not required to be segregated because claims intertwined | Court approved February 2011 as proper date (commercially reasonable wait) and upheld attorney’s fees award and non‑segregation |
Key Cases Cited
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standard for legal sufficiency review and factfinder credibility)
- Cosden Oil & Chem. Co. v. Karle O. Helm Aktiengesellschaft, 736 F.2d 1064 (5th Cir. 1984) (buyer ‘learns of the breach’ a commercially reasonable time after anticipatory repudiation)
- Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299 (Tex. 2006) (when claims and services are intertwined, attorney’s fees need not be segregated)
- Varner v. Cardenas, 218 S.W.3d 68 (Tex. 2007) (attorney’s fees incurred defending against defenses/counterclaims necessary to contract recovery are recoverable)
- Palestine Water Well Servs., Inc. v. Vance Sand & Rock, Inc., 188 S.W.3d 321 (Tex. App.—Tyler 2006) (elements and proof of contract formation; objective test for meeting of the minds)